To,
The Members,
The Board of Directors with great pleasure present their 11 th (Eleventh) Annual Report of the Knowledge Marine & Engineering Works Limited ('the Company' or 'KMEW') together with the Audited Standalone & Consolidated Financial Statement of your Company for the year ended March 31, 2026.
1. FINANCIAL & OPERATIONAL HIGHLIGHTS:
The Company's financial performance (Standalone and Consolidated) for the year ended March 31, 2026 is summarized below: (Amounts in Rs. in Lacs)
During the year under review, the Company registered a profit of Rs. 7,794.81 Lakhs after tax on a standalone basis & Rs. 7,910.82 Lakhs after tax on a consolidated basis.
Earning Per Share
The Standalone and consolidated basic & diluted EPS of the Company stood at 34.10 and 34.57 respectively for the Financial Year ended March 31, 2026 as against Rs. 16.19 and 23.06 for the Financial Year ended March 31, 2025.
2. DIVIDEND
With a view to deploy the profits into the future expansion and growth of your Company, Board of Directors have decided not to recommend any dividend for the current year.
3. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') is attached as Annexure I and forms part of this Annual Report.
The Dividend Distribution Policy of the Company is also uploaded and available on the Company's website at the following Web link: https://www.kmew.in/images/pdf/Dividend-Distribution-Policy-2.pdf
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125 of the Companies Act do not apply to the Company as there was no dividend declared and paid in the previous year.
During the year under review, the Company raised 284.80 Crores through Preferential issue via issuance of Equity Shares and Warrants convertible into Equity Shares. The Preferential issue is made at the price of Rs. 1,900/- per share/ warrant.
This preferential issue was undertaken with the objective of strengthening the Company's capital base, supporting its long- term strategic expansion plans, and enhancing financial flexibility.
The Board acknowledges the continued support of shareholders and regulatory authorities in enabling this capital- raising initiative, which is expected to contribute significantly to the Company's future operational and strategic endeavors.
During the year the Company completed one of Corporate Action of Sub- division of the Shares. With effect from December 22, 2025, the Equity Shares of the Company having a face value of 10/- each were sub- divided into Equity Shares of face value 5/- each. Pursuant to the sub- division, the total number of issued Equity Shares of the Company from 1,22,22,054 Equity Shares to 2,44,44,108 Equity Shares, thereby enhancing the liquidity and marketability of the Company's shares.
(C) Acquisition of 51% 51% Equity Shares of Knowledge Shipyard Private Limited (formerly known as Kamal Marine & Engineering Works Private Limited), 29.99% Equity Shares of Indian Ports Dredging Private Limited and 25.99% Equity Shares of Knowledge Infra Ports Private Limited
During the year, the Company acquired a 51% 51% equity shares in Knowledge Shipyard Private Limited, resulting in it becoming a subsidiary of the Company.
The Company already held a 70% 70% equity shares in Indian Ports Dredging Private Limited and further acquired an additional 29.99% equity shares during the year, thereby making it a wholly owned subsidiary of the Company.
Similarly, the Company held a 74% 74% equity shares in Knowledge Infra Ports Private Limited and acquired an additional 25.99% equity shares during the year, resulting into wholly owned subsidiary.
Consequent to these acquisitions, the Company now has two subsidiaries, three wholly owned subsidiaries, and one associate company.
Post acquisition of the Kamal Marine & Engineering Works Private Limited, the Company decided to change the name of its subsidiary in order to align with its holding company's name and related activity.
The name of the subsidiary company was proposed to be changed from Kamal Marine & Engineering Works Private Limited to Knowledge Shipyard Private Limited. On January 12, 2026, the Subsidiary received name change approval from Registrar of Companies.
Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), is presented in a separate section, which forms part of this Annual Report.
Your Company has three major business segments:
(a) Dredging, (b) Owning, and Operating Marine and Port Ancillary Crafts, (c) Ship Building and Repair and Maintenance of Marine crafts and Marine infrastructure. There were no changes in the nature of the business of the Company during the year under review.
There were no changes in the nature of the business of the Company during the year under review.
During the year under review, Revenue from operations has been increased from 14,922.07 Lacs in FY 2024- 25 to Rs.22,537.81 Lacs in FY 2025- 26. Further the percentage in Profit after Tax has increased from 24.81% in FY 2024- 25 to 30.75% in the FY 2025- 26. The said increase in Profit percentage is mainly due to adoption of the Tonnage Tax Scheme by the Company. The said tonnage tax is applicable only for the Dredging and Charter and Hire Business.
Your directors are putting all their efforts to economize the cost and improve the profitability of the Company. Your directors are hopeful for the growth and future expansion of the Company in the years to come.
During the year under review, Revenue from operations has been increased from 20,069.67 Lacs in FY 2024- 25 to 25,628.01 Lacs in FY 2025- 26. Further, profit margins have increased from 25% in FY 2024- 25 to 31% in the FY 2025- 26.
In the FY 2025- 26 the Company is holding 50% 50% shareholding in KMEW Offshore Private Limited (Associate Company), 51% 51% in Knowledge Shipyard Private Limited (Formerly known as Kamal Marine & Engineering Works Private Limited), 90% 90% in Knowledge Dredging Co. WLL, Bahrain and the Company is having 3 wholly owned subsidiaries namely, Knowledge Marine Co. WLL, Bahrain, Indian Ports Dredging Private Limited, Knowledge Infra Ports Private Limited.
In accordance with the provisions of the Companies Act, 2013 [including statutory modification(s) or re- enactments thereof for the time being in force] (the 'Companies Act') and the Listing Regulations read with Ind AS 110- Consolidated Financial Statements, Ind AS 28- Investments in Associates and Joint Ventures and Ind AS 31- Interests in Joint Ventures, the Audited Consolidated Financial Statement forms part of this Annual Report.
The KMEW Group entities continue to play a pivotal role in driving the overall revenue growth and performance of your Company.
During the year under review, the Company has Two Subsidiary Companies, Three Wholly Owned Subsidiary Company and one Associate Company. The details of the same are as under:-
*With effect from August 06, 2025, the Knowledge Shipyard Private Limited (Formerly known as Kamal Marine & Engineering Works Private Limited) has become Subsidiary Company by acquisition of 51% 51% stake in it.
*With effect from August 06, 2025, the Knowledge Infra Ports Private Limited and Indian Ports Dredging Private Limited has become Wholly- owned subsidiary Company by acquisition of balance stake in respective subsidiary Companies.
KMEW Offshore Private Limited ('KOPL'), is an Unlisted Private Company engaged in the Owning, Operating and Manning of Port Ancillary Crafts Sector, reported NIL operating revenue in the current year FY 2025- 26 as compared to Rs. 215.55 Lakhs in the previous FY 2024- 25, registering a decrease of 100% 100% .
Knowledge Shipyard Private Limited (Formerly known as Kamal Marine & Engineering Works Private Limited) ('KSPL'), is an Unlisted Private Company engaged in the business of Ship building and repairing, reported operating revenue of Rs. 2,847.60 lakhs in the current year FY 2025- 26 as compared to Rs. 246.80 Lakhs in the previous FY 2024- 25, registering an increase of 1054% 1054% .
Knowledge Infra Ports Private Limited ('KIPPL'), is an Unlisted Private Company engaged in the Dredging & Maritime Sector, reported NIL operating revenue in the current year FY 2025- 26 as compared to Rs. 1,468.07 Lakhs in the previous FY 2024- 25, registering a decrease of 100% 100% . Further, the Company has filed the application with NCLT for the Merger of KIPPL with the Company in April 2026.
Indian Ports Dredging Private Limited ('IPDPL'), is an Unlisted Private Company engaged in the Dredging & Maritime Sector, reported NIL operating revenue in the current year FY 2025- 26 and in the previous FY 2024- 25.
Knowledge Marine Co. WLL., Foreign Unlisted Private Company, situated in Bahrain, engaged in the Sand Mining Sector, reported an operating revenue of Rs.1,964.69 Lakhs in the current year FY 2025- 26 as compared to Rs. 3,164.00 Lakhs in the previous FY 2024- 25, registering a decrease of 23.38% 23.38% .
Knowledge Dredging Co. WLL., Foreign Unlisted Private Company, situated in Bahrain, engaged in the Sand Mining Sector, reported NIL operating revenue in the current FY 2025- 26 as compared to 1,411.50 Lakhs in the previous FY 2024- 25, registering a decrease of 100% 100% .
A statement providing details of performance and salient features of the financial statement of subsidiary, associate, joint venture companies, as per Section 129(3) of the Companies Act, is provided as Annexure II to the Board's Report.
The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto are available on the Company's website and can be accessed at https://kmew.in/investor- information.html
The financial statements of the subsidiaries, are available on the Company's website and can be accessed at https://kmew.in/investor- information.html.
The Policy for determining Material Subsidiaries is available on the Company's website and can be accessed at https://kmew.in/images/pdf/Policy- on- Determining- Material- Subsidiary- 2. pdf.
During the year under review, there were no material subsidiaries of the Company as per the Listing Regulations.
The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS- 1) and General Meetings (SS- 2) issued by the Institute of Company Secretaries of India.
The Directors would like to assure the members that the financial statements for the year under review, confirm in their entirety to the requirements of the Act.
Pursuant to the provisions of Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability confirm that:
(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2026, on a going concern basis; (e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Annual Report. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.
Based on the Market Capitalization as on provided by the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) as on December 31, 2025, the Company does not fall under the Top 1000 listed Company based on Market Capitalization. Thus, requirement with preparation, filing and submission of Business Responsibility and Sustainability Report is not applicable.
During the year under review:
a. All contracts/arrangements/transactions entered by the Company with related parties were in the ordinary course of business and on arm's length basis.
b. Contracts/arrangements/transactions which were material as per the Listing Regulations, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.
Details of contracts/arrangements/transactions with related parties which are required to be reported in Form No. AOC- 2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure III to this Report.
The Company has adequate policies and procedures for the identification and monitoring of Related Party Transactions.
The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company's website and can be accessed at https://kmew.in/images/pdf/Policy- on%20- Related- Party- Transaction- 2. pdf.
There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.
Members may refer to Note 31 of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS.
Further, all the Related Party Transactions of the Company are reviewed/monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended ('Listing Regulations') and Section 188 and other applicable provisions of the Companies Act, 2013
All the transactions entered into with the Related Parties during the period under review were on an arm's length basis and were in the ordinary course of business. The Company presented all Related Party Transactions before the Board specifying the nature, value, and terms and conditions of the transaction.
At KMEW, we, believe that success of the Company is intrinsically linked to the well- being of the communities we serve and the environment we operate in. The CSR activities undertaken during the year reflect the 'We Care' philosophy that guides the Company's approach.
As per the CSR Policy, the Company stepped up its endeavors to bring positive momentum to the lives of people and enable an inclusive approach through initiatives in the areas of Health Care, early diagnosis of diseases campaigns, and various awareness programs, partial financial assistance for critical treatment.
With this ethos, your Company's CSR vision endeavours to create a healthier world. These focus areas are aligned with the goals and contribute to nation- building.
During the year under review, your Company has spent Rs. 99.32 Lakhs (2.00% of the average net profits of the immediately preceding three financial years) towards identified and approved CSR initiatives covered under Schedule VII to the Companies Act, through implementing agencies.
The Annual Report on CSR activities is annexed and marked as Annexure IV to this Report
As per the provisions Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, your Company has adopted the CSR Policy which can be accessed at https://kmev.in/images/pdf/csr- policy- 2. pdf
Your Company has constituted the CSR Committee in accordance with the provisions of the Section 135 of the Companies Act, 2015 and rules made thereunder. The Composition of CSR Committee is as follows:
During the year under review, the CSR Committee held on May 30, 2025, November 14, 2025 and on February 11, 2026.
Your Company has a structured risk management framework designed to identify, assess and mitigate risks appropriately. The Company has a robust organizational structure for managing and reporting on risks. The risk management framework works at various levels across the enterprise. These levels form the strategic defense cover of the Company's risk management.
Further, the Risk Management Committee has been entrusted with the responsibility to assist the Board in:
a. overseeing the Company's enterprise wide risk management framework; b. ensuring that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed; and c. ensuring that all adequate risk mitigation measures are in place to address these risks.
The details on the risk management activities key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.
Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk management policy can be accessed at https://kmev.in/images/pdf/risk- management- policy- 2. pdf. The Risk Management Policy, inter alia, includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization.
The key internal financial controls have been documented, automated wherever possible and embedded in the respective business processes. The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and are operating effectively as intended.
Your Company's Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.
Your Company uses ERP Systems to maintain its Books of Account. The transactional controls built into the Tally ERP Systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records.
The Policies related to the Information Management reinforce the control environment. The systems, Standard Operating Procedures and controls are reviewed by Management. These systems and controls are subjected to Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation.
Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operation ensuring the effective, efficient and orderly conduct of the business.
Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed.
Your Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.
Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has an adequate Internal Financial Control System that is operating effectively during the period under review.
There were no instances of fraud that necessitates reporting of material misstatements to the Company's operations.
Your Company has a professional Board with an optimal combination of Executive, Non- Executive, Women, and Independent Directors who bring to the table the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.
Your Company's Board comprises of following Directors:
During the year under review following changes were taken place in the Constitution of Board of Directors:
*Mr. Jagat Jiban Biswas, Non- Executive Non- Independent Director of the Company resigned with effect from October 01, 2025.
*Mr. Hemant Kumar Sibal, Non- Executive Non- Independent Director was appointed with effect from September 17, 2025 as an Additional Non- Executive Non- Independent Director and was re- appointed as Non- Executive Non- Independent Director with effect from December 14, 2025.
Your Board confirms that none of the Director of the Company are disqualified from being appointed as Director in terms of section 164 of the Act and necessary declaration has been obtained from all the Directors in this regard.
Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st 31 st March, 2026 are mentioned in the extract of the Annual Return which is attached to this Report.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.
The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.
In terms of section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by Indian Institute of Corporate Affairs, Manesar (IICA).
The Independent Directors are also required to undertake online proficiency self- assessment test conducted by IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.
The Independent Directors of the Company are exempt from the requirement to undertake online proficiency self- assessment test except Mr. Ashish Mohandas and Mr. Shailesh Bhambhani who has successfully completed the online proficiency self- assessment test.
The Members of the Board of the Company come across with many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non- Executive Directors on matters related to the Company's values and commitments. They are also introduced to the Organization structure, constitution of various committees, board procedures, risk management strategies, etc.
Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc.
As part of the Company's annual strategy planning process, the Company organised a management strategy offsite with the Board to deliberate on various topics related to strategic planning, progress of ongoing strategic initiatives, risks to strategy execution and the need for new strategic programs to achieve the Company's long- term objectives. This serves the dual purpose of providing the Board members a platform to bring their expertise to various strategic initiatives, while also providing an opportunity for them to understand detailed aspects of execution and challenges relating to the specific theme.
In summary, through this process, Members of the Board get a comprehensive and balanced perspective on the strategic issues facing the Company, the competitive differentiation being pursued by the Company, and an overview of the execution plan.
In addition, this event allows Board members to interact closely with the senior leadership of the various business segments of the Company and its Subsidiaries.
Mr. Hemant Kumar Sibal retires by rotation and being eligible, offers himself for re- appointment at the 11th 11 th Annual General Meeting of the Company.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors, Managing Director and Whole- time Director & Chief Financial Officer.
During the year under review, your Board met at regular intervals to discuss and decide on Company/ business policy and strategy. The notice and agenda with notes on each agenda item for the Board Meeting were circulated as per the provisions of the Act and Articles of Association of the Company.
During the year under review i.e., from April 01, 2025 to March 31, 2026, 13 (Thirteen) Board meetings held on April 09, 2025, May 30, 2025, June 27, 2025, August 14, 2025, September 03, 2025, September 17, 2025, October 30, 2025, November 14, 2025, November 27, 2025, December 23, 2025, January 30, 2026, February 12, 2026, February 23, 2026.
The gap between two meetings was within the time period prescribed under the Act.
The Independent Directors of your Company often meet before the Board Meetings without the presence of the Managing Director or the Executive Director or other Non- Independent Directors or Chief Financial Officer or any other Management Personnel. These Meetings are conducted in an informal and flexible manner.
During the year under review, One formal Meeting of the Independent Director was held on February 12, 2026 wherein, the Independent Directors without the presence of Managing Director or the Executive Director or other Non- Independent Directors or Chief Financial Officer or any other Management Personnel discussed matters pertaining to, inter alia, review of performance of Non- Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non- Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Your Company has constituted various committees required under the Companies Act, 2013 and in accordance with the Listing Regulations for meeting operational convenience. Following are the details set out in brief for the constitution of these Committees:
Your Company has constituted the Audit Committee, and the terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Regulations. All the members of the Audit Committee are financially literate and have accounting or related financial management expertise.
The Audit Committee consists of the following members:
During the year under review, Audit Committee meetings were held on May 30, 2025, August 14, 2025, November 14, 2025, and February 12, 2026. In all the meetings the requisite quorum was being present.
Your Company had constituted the Nomination and Remuneration Committee, and the terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations.
The Nomination and Remuneration Committee consists of the following members:
With effect from October 01, 2026, Jagat Jiban Biswas ceased to be a members of Nomination and Remuneration Committee and Hemant Kumar Sibal joined the Nomination and Remuneration Committee on the same date.
During the year under review, meeting of Nomination and Remuneration Committee was held on September 03, 2025, September 17, 2025 and November 14, 2025.
Your Company has in place the Stakeholders Relationship Committee ('SRC') for the redressal of the grievances of security holders of the Company.
Your Company had constituted the Stakeholder Relationship Committee, and the terms of reference of the Stakeholder Relationship Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations.
The Stakeholder Relationship Committee consist of the following members:
During the year under review, the Stakeholders Relationship Committee held on February 12, 2026.
Your Company has in place the Corporate Social Responsibility Committee ('CSR Committee') for the CSR related compliance.
Your Company had constituted the CSR Committee, and its terms of reference in compliance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Company has formulated Corporate Social Responsibility Policy for effective implementation Corporate Social Activities. The same is also available on the website of the Company at https://www.kmev.in/images/pdf/csr- policy- 2. pdf.
The Composition of CSR Committee is as follows:
During the year under review, the CSR Committee Meeting held on May 30, 2025, November 14, 2025 and on February 11, 2026.
Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives that may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis. Further the Company has framed Risk Management Policy for effective Risk Management and the same available on the website of the Company at https://www.kmev.in/images/pdf/risk- management- policy- 2. pdf. The risk management framework is reviewed periodically by the Board and Risk Management Committee.
Your Company had constituted the Risk Management Committee and the terms of reference of the Risk Management Committee are in compliance with the provisions of Regulation 21 of the Listing Regulations.
The composition of Risk Management Committee consists of One Independent Director and two Executive Directors. During the year under review, Risk Management Committee met once on February 12, 2026.
The Composition of Risk Management Committee and attendance of members of Risk Management Committee are as follows:
Key Managerial Personnel & Senior Management Personnel
The following have been designated as the Key Managerial Personnel & Senior Management Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
(a) Saurabh Daswani - Managing Director (b) Kanak Kewalramani - Whole-time Director and Chief Financial Officer (c) Sujay Kewalramani - Chief Executive Officer (d) Dinesh Kewalramani - Chief Operational Officer (e) Pinkesh Kewalramani - Chief Technical Officer (f) Avdhoot Kotwal - Company Secretary & Compliance Officer
The Company has in place Nomination and Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and the other employees and their remuneration.
The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long- term performance objectives appropriate to the working of the Company and its goals. The policy is available on the website of the Company at https://www.kmev.in/images/pdf/ nomination- remuneration- policy- 2. pdf.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as 'Annexure - V'.
Your Company has in place the Employee Health, Safety & Wellbeing (EHS&W) Policy. The management commitment towards EHS&W is demonstrated by adopting all relevant amendment updates (including all notifications published) and incorporating them. The Company implemented various initiatives by incorporating senior management periodic reviews.
Your Company have undergone Surveillance Audits and were certified for Standard ISO 45001: 2018 and ISO 14001: 2015 and ISO 9001: 2015.
The Senior Management reviews and reviews the EHS&W performance periodically. Focus on new initiatives involving all stakeholders coupled with management reviews have helped your Company to demonstrate further step towards excellence in EHS&W performance.
Your Company has demonstrated code of conduct for employees that outlines the commitment to the principles of integrity, transparency, and fairness. It enables the Company and its employees to make the rights choices and demonstrate the highest standards of integrity and ethical behavior.
The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Business Ethics, Anti- Corruption and Anti Bribery Policy (BEACAB policy) on Gifts & Entertainment (G&E), Policy on Prevention of Sexual Harassment at Workplace (POSH), Vigil Mechanism Policy (VM Policy), to ensure robust Corporate Governance.
The Code of Conduct and all the Company's policies are accessible on the Company's website; in the Policy Adopted section at the Web- link: https://www.kmew.in/investor- information.html.
New joiners are provided the information and training pertaining BEACAB Policy, POSH and VM Policy at the induction stage and to all other employees of Company such training is given at the periodic interval.
The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non- Executive Directors and Executive Directors.
In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors.
The Independent Directors carried out annual performance evaluation of the Chairman, the non- independent directors and the Board as a whole.
The Chairman of the respective Committees shared the report on evaluation with the respective Committee members.
The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees. The Board evaluation reflected the contributions made by each Director, underscoring the strong individual commitment to the Company's governance and strategic direction. Based on the evaluation, the Board believes that its composition adequately represents the requisite domain expertise, skills and diversity.
The Committees were recognized for their effective operation - not only addressing matters within their mandated scope but also proactively identifying and deliberating on issues of broader significance.
The Board further acknowledged the contributions made by each Director. The Board identified the need to conduct focused learning sessions on pivotal topics like AI and Generative AI, digital twin, ESG and sustainability trends, to strengthen informed decision- making.
The Company has Zero Tolerance towards sexual harassment at the workplace. Your Company is committed to providing a safe and conducive work environment to all of its employees and associates. Your Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.
A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, ('POSH Act'). The POSH Policy of the Company is available on the website of the Company and can be accessed at the Web- link https://www.kmew.in/images/pdf/prevention- of- sexual- harassment- policy- 2- pdf.
Your Company has constituted Internal Complaints Committees ('IC') to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of IC under the Act. More than half of the total members of the IC are women. The external members with requisite experience in handling such matters are also part of the IC. The IC is presided over by a senior woman employee.
Inquiries are conducted and recommendations are made by the IC at the respective locations. The IC is updated on judicial trends and trained regularly on the nuances of the POSH Act.
During the year under review, no complaint pertaining to sexual harassment of women at work place has been received by the Company.
The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.
The Company has taken appropriate measures to:
Provide paid maternity leave as per statutory requirements Facilitate access to medical and related support during the maternity period Ensure job protection and non- discrimination for employees availing maternity benefits Promote awareness among employees regarding their entitlements under the Maternity Benefit Act, 1961.
The Vigil Mechanism as envisaged in the Companies Act, 2013 read with the Rules prescribed thereunder, and the Listing Regulations is implemented through the Company's Whistle- Blower Policy. The Vigil Mechanism Policy of your Company is available on the Company's website and can be accessed in Policy Adopted Section at the Web- link: https://www.kmew.in/images/pdf/Vigil- Mechanism- Policy- 2- pdf
It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behavior, actual or suspected fraud or violation of the Code) and provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.
The Policy provides adequate safeguard against victimization of director(s) / employee(s) who raise the concern and have access to Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. During the year under review, there were no complaints were raised under whistle blower mechanism.
The members at the 06th Annual General Meeting of the Company had approved the appointment of M/s. LKJ & Associates LLP, Chartered Accountants, Mumbai, (FRN100164W/W1000174) as the Statutory Auditor of the Company for a period of 5 years till the conclusion of the 11th Annual General Meeting of the Company to be held in the year 2026.
The Term of M/s. LKJ & Associates LLP as a Statutory Auditor is getting completed in the 11th AGM to be held in the FY 26- 27. Further, the Board of Directors in its meeting held on May 29, 2026 has appointed M/s. MSKA & Associates LLP, (Formerly known as M/s. M S K A & Associates) Chartered Accountants, Mumbai, (Registration Number: 105047W) as a Statutory Auditor, subject to the approval of the members in the ensuing Annual General Meeting.
The Auditors' Report for FY 2025- 26 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the Financial Statements referred in the Auditor's Report are self- explanatory and do not call for any further comments.
M/s. Amit Dharmani & Associates, Practicing Company Secretary (Certificate of Practice No. 18179), was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025- 26 to the financial year 2029- 30, at the 10th AGM held on September 30, 2025.
The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
M/s. Amit Dharmani & Associates has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company.
Further, The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Company has undertaken an audit for the FY 2025- 26 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report issued under Regulation 24A of the Listing Regulations duly signed by M/s. Amit Dharmani & Associates, Practicing Company Secretary, Indore, Madhya Pradesh, has been submitted to the Stock Exchanges and is annexed as Annexure- VII to this Board's Report.
Based on the Financials of FY 2024- 25, there are no Material Unlisted Indian Subsidiary Company of the Company as on March 31, 2026. Thus, providing of the Secretarial Audit Report of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2025- 26.
Pursuant to the Section 138 of the Companies Act read with the Companies (Accounts) Rules, 2014, M/s. RSsA & Associates, Chartered Accountants were appointed as the Internal Auditors of the Company for the financial year 2025- 26.
The Internal Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Since the Company is in Service Industry, the maintenance of Cost Records and appointment of Cost Auditor is not applicable to the Company.
During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported any instances of fraud committed in the Company by its officers or Employees of the Company under Section 143 (12) of the Companies Act.
The Particulars of Loans given, Investments made and Guarantees given or Securities provided along with the purpose for which the loan or guarantee or security provided are proposed to be utilized by the recipient are disclosed in the Notes to the Financial Statements.
The information about the conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo as required under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as 'Annexure - VIII' and forms part of this Annual Report.
The Annual Return of the Company as on March 31, 2026 is available on the Company's website and can be accessed at https://kmew.in/images/pdf/annual- return- mgt- 7
The details of the Key Policies adopted/ review by the Company are mentioned at 'Annexure IX' to the Board's Report
Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices in Investor Relations while maintaining a relationship of trust with investors and analysts.
In the Financial Year 2025- 26, your Company increased its interaction with investors through various conferences and conducted in- person individual, group video and audio conference calls. The Managing Director, Whole- time Director & Chief Financial Officer and Chief Executive Officer, has spent significant time interacting with investors to communicate the strategic direction for the business, future plans for scaling up growth of the business, various CSR initiatives undertaken by the Group and addressing investor/analyst queries and concerns.
All events hosted in the Financial Year 2025- 26 including earnings calls, analyst meets etc. were well attended by investors and analysts. Your Company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company's website.
During the year under review, the Board of Directors has decided to transfer entire Post tax profit to its Reserves & Surplus.
The Authorized Share Capital of the Company as of March 31, 2026, is Rs. 15,000,000 (Indian Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three Crores) equity shares of Rs. 5/- (Rupees Five Only) each and the paid- up share capital of the Company as at March 31, 2026 was 1,22,20,540/- (Indian Rupees Twelve Crores Twenty- Two Lakhs Twenty Thousand Five Hundred and Forty Only) divided into 2,44,44,108 (Two Crores Forty- Four Lakhs Forty- Four Thousand One Hundred and Eight) Equity Shares at a face value of Rs. 05/- each fully paid up.
During the year under review, the Company has issued and allotted 14,21,054 (Fourteen Lakhs Twenty- One Thousand Fifty- Four) of Rs. 10/- each via Preferential Allotment to Non- Promoter Shareholders, and issued 77,946 Warrants convertible into Equity Shares of 10/- each via Preferential Allotment to Promoter Group member.
The Company in its Board meeting held on November 14, 2025, has set a Record Date of December 22, 2025 for the subdivision of the shares. Thus, the face value of the Equity shares altered from Rs. 10/- per share to Rs. 5/- per share.
Further, the Company has neither bought back any of its securities nor issued any swap equity shares or bonus shares or provided any stock options to its employees during the year under review.
The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same is also available on the website at http://www.kmew.in
As on March 31, 2026, your Company had the following credit ratings assigned by CARE Ratings Limited to the Company's bank facilities aggregating to Rs. 300 Crore:
Long- Term Bank Facilities: CARE BBB+; Stable
Short- Term Bank Facilities: CARE A2; Stable
After the close of the financial year, CARE Ratings Limited, vide its rating letter dated June 08, 2026, updated and reaffirmed the same credit ratings.
The disclosures as required under Para A, F & G of Schedule V of the Listing Regulations are part of this Report and are enclosed herewith as 'Annexure - X'
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
(a) Details relating to deposits covered under Chapter V of the Act. (b) Issue of equity shares with differential rights as to dividend, voting or otherwise. (c) Issue of sweat equity shares to the employees or directors of the Company. (d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future. (e) No change in the nature of business of the Company. (f) No proceeding pending under the Insolvency and Bankruptcy Code, 2016. (g) No instance of one-time settlement with any Bank or Financial Institution
The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co- operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, debenture holders and debenture trustee during the year under review.
For and on behalf of the Board of Directors Knowledge Marine & Engineering Works Limited
Date:08/September/2026 Place: Mumbai
Saurabh Daswani Kanak Kewalramani Managing Director Whole- time Director & CFO DIN: 07297445 DIN: 06678703